U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 0-28910
GENERAL CREDIT CORPORATION
--------------------------
(Exact name of small business issuer as specified in its charter)
NEW YORK 13-3895072
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
370 Lexington Avenue, Suite 2000
New York, New York 10017
------------------------
(Address of principal executive offices)
(212) 697-4441
--------------
(Issuer's Telephone Number)
----------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports); and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
On November 18, 1999, the number of shares of Common Stock of the
issuer outstanding was 3,615,000 shares of Common Stock, par value $.001 per
share.
Traditional Small Business Disclosure Format (check one): Yes [X] No [ ]
Documents Incorporated By Reference: None
<PAGE>
GENERAL CREDIT CORPORATION
FORM 10-QSB
QUARTER ENDED SEPTEMBER 30, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PART I. FINANCIAL INFORMATION (UNAUDITED)
Item 1. Financial Statements.............................................................................1
Consolidated Condensed Balance Sheets,
September 30, 1999 and December 31, 1998...........................................F-1
Consolidated Condensed Statements of Operations for the
Three and Nine Months Ended September 30, 1999 and 1998............................F-2
Consolidated Condensed Statements of Cash Flows for the
Nine Months Ended September 30, 1999 and 1998.....................................F-3
Notes to Consolidated Condensed Financial Statements.....................................F-4
Item 2. Management's Discussion and Analysis or Plan of Operation........................................2
PART II: OTHER INFORMATION
Item 1. Legal Proceedings...............................................................................7
Item 2. Changes in Securities and Use of Proceeds.......................................................7
Item 3. Defaults Upon Senior Securities.................................................................7
Item 4. Submission of Matters to a Vote of Security Holders.............................................8
Item 5. Other Information...............................................................................8
Item 6. Exhibits and Reports on Form 8-K................................................................8
SIGNATURES...................................................................................................9
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The unaudited, condensed financial statements included herein
commencing at page F-1, have been prepared in accordance with the requirements
of Regulation S-B and supplementary financial information included herein, if
any, has been prepared in accordance with Item 310(b) of Regulation S-B and,
therefore, omit or condense certain footnotes and other information normally
included in financial statements prepared in accordance with generally accepted
accounting principles. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation of the
financial information for the interim periods reported have been made. Results
of operations for the three and nine months ended September 30, 1999 are not
necessarily indicative of the results for the year ending December 31, 1999.
1
<PAGE>
GENERAL CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1999 1998
----- ----
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,225,904 $ 1,335,548
Certificates of deposit 62,819 212,819
Restricted cash and uncleared checks 633,335 2,333,335
Receivables from customers and agents, net 2,268,678 1,625,315
Prepaid expenses and other current assets 106,907 95,142
----------- -----------
Total current assets 6,297,643 5,602,159
Fixed assets, at cost, less accumulated depreciation 414,654 310,646
Notes receivable from officer 54,990 58,900
Goodwill and other intangibles, net 653,510 393,916
Other assets 147,805 128,088
----------- -----------
Total $ 7,568,602 $ 6,493,709
=========== ===========
LIABILITIES
Current liabilities:
Notes payable $ 3,909,666 $ 3,114,615
Accounts payable and accrued expenses 732,154 527,442
----------- -----------
Total current liabilities 4,641,820 3,642,057
----------- -----------
Long-term portion of notes payable 846,494 768,074
----------- -----------
Minority interest 22,910 --
----------- -----------
SHAREHOLDERS' EQUITY
Shareholders' equity:
Common shares, $.001 par value, 20,000,000 shares
authorized, 3,615,000 shares issued and outstanding 3,615 3,615
Additional paid-in capital 7,953,938 7,953,938
Stock subscription (89,460) (99,778)
Deficit (5,810,715) (5,774,197)
----------- -----------
2,057,378 2,083,578
----------- -----------
Total $ 7,568,602 $ 6,493,709
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-1
<PAGE>
GENERAL CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30, September 30,
------------------------------ ------------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Fee income - net $ 3,902,689 $ 2,967,675 $ 1,469,920 1,046,254
----------- ----------- ----------- -----------
Expenses:
Selling, general and administrative 2,909,557 2,390,994 1,098,132 861,638
Depreciation and amortization 126,750 294,707 40,407 99,912
Interest expense - net 787,834 632,255 270,973 187,281
Minority interest 115,066 -- 70,012 --
----------- ----------- ----------- -----------
3,939,207 3,317,956 1,479,524 1,168,831
----------- ----------- ----------- -----------
Net loss $ (36,518) $ (350,281) $ (9,604) $ (122,577)
=========== =========== =========== ===========
Net loss per common share $ (.01) $ (.10) $ -- $ (.03)
=========== =========== =========== ===========
Weighted average number of
common shares outstanding 3,615,000 3,505,050 3,615,000 3,588,750
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE>
GENERAL CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------------------
1999 1998
---------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (36,518) $ (350,281)
Adjustments to reconcile net loss to net cash
used in operating activities:
Minority interest 22,910 --
Depreciation and amortization 126,750 294,707
Issuance of stock options -- 24,900
Bad debt expense 150,000 --
Change in assets and liabilities:
Receivables from customers and agents (793,363) (695,131)
Prepaid expenses (24,265) (57,880)
Other assets (28,094) 10,168
Accounts payable and accrued expenses 204,712 298,947
----------- -----------
Net cash used in operating activities (377,868) (474,570)
----------- -----------
Cash flows from investing activities:
Purchase of fixed assets (148,975) (143,183)
Decrease in certificate of deposit 150,000 --
----------- -----------
Net cash provided by (used in) investing activities 1,025 (143,183)
----------- -----------
Cash flows from financing activities:
Borrowings under long-term and short term
debt agreements 3,668,889 90,000
Repayments of long-term and short-term debt (2,915,418) (553,023)
Payment for purchase of business (200,500) --
Proceeds from exercise of warrants -- 82,125
Cash restricted for debt payments 1,700,000 466,665
Collection on loans to officer 3,910 --
Collection on stock subscription 10,318 --
Loans to officer and shareholder -- (10,000)
----------- -----------
Net cash provided by financing activities 2,267,199 75,767
----------- -----------
Net increase (decrease) in cash and cash equivalents 1,890,356 (541,986)
Cash and cash equivalents, beginning of period 1,335,548 1,794,338
----------- -----------
Cash and cash equivalents, end of period $ 3,225,904 $ 1,252,352
=========== ===========
Supplementary information:
Interest paid $ 820,467 $ 742,395
=========== ===========
Income taxes paid $ 20,247 $ 15,427
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
GENERAL CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of presentation
------------------------------
The unaudited, condensed consolidated financial statements included
herein, commencing at page F-1, have been prepared in accordance with the
requirements of Regulation S-B and supplementary financial information included
herein, if any, has been prepared in accordance with Item 310(b) of Regulation
S-B and, therefore, omit or condense certain footnotes and other information
normally included in financial statements prepared in accordance with generally
accepted accounting principles. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) necessary for a fair presentation
of the financial information for the interim periods reported have been made.
The financial statements should be read in conjunction with the financial
statements and notes thereto, together with Management's Discussion and Analysis
of Financial Condition or Plan of Operation, contained in the Company's
Registration Statement on Form SB-2 (SEC File No. 333-09831) declared effective
by the Securities and Exchange Commission on April 25, 1997 and the Company's
1998 Annual Report on Form 10-KSB. Results of operations for the nine and three
months ended September 30, 1999 are not necessarily indicative of the results
for a full year.
The Company's independent auditors' report on the Company's
consolidated financial statements for the fiscal year ended December 31, 1998,
included an explanatory paragraph stating that the Company has not complied
with certain financial covenants of the Long Term Loan which have not been
waived by the Affiliated Corporation (as such terms are defined below). While
management believed that if the Long Term loan is called by the Affiliated
Corporation, there exists sufficient collateral to repay the Long Term Loan,
such an event would severely limit the Company's ability to conduct normal
operations, which raises substantial doubt about the Company's ability to
continue as a going concern. Notwithstanding the non-compliance with certain
technical covenants of the Long Term Loan, in April 1999, the Affiliated
Corporation and the Company entered into a third amendment to the Long Term
Loan, which, among other things, extended the termination date of the Long Term
Loan. Subsequent to April 1999, in consideration for the payment by the Company
to the Affiliated Corporation of $500,000 and the Company's agreement to fully
satisfy the Company's repayment of obligations under the Long Term Loan by
delivering to the Affiliated Corporation six successive monthly installments of
$300,000 plus applicable interest, the Affiliated Corporation has agreed to
forebear from (but not waive) exercising its rights (including its right to
require repayment of the Long Term Loan) under the Long Term Loan. In the event
the Company does not comply with its obligation to pay down the Long Term Loan,
the Affiliated Corporation may avail itself to all of its remedies under the
Long Term Loan including requiring the Company to satisfy in full the Long Term
Loan. No further credit is available to the Company under the Long Term Loan.
Although the Company has entered into an informal arrangement with a
non-affiliated third party (the "Short Term Lender") to provide short term
financing to the Company at 24% per annum (which loaned amounts totaled
approximately $1,550,000 as of September 30, 1999), there can be no assurances
that this financing will continue or that additional financing will be available
on terms favorable to the Company, if at all. No assurances can be given that
the Company will be able to obtain alternate long term sources of funding or
that the Affiliated Corporation will not call the Long Term Loan resulting in
the Company being required to pay all of the outstanding amounts owned under the
Long Term Loan.
F-4
<PAGE>
GENERAL CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Acquisitions
- ---------------------
NEW YORK PAYROLL FACTORS ("NYPF")
In 1996, the Company entered into a definitive agreement to acquire
NYPF and made non-refundable payments of $200,000. Since the acquisition did not
close by November 15, 1996, the closing date stipulated in the original
agreement, the deposit of $200,000 was expensed to operations during fiscal
1996. On January 13, 1997, the Company and NYPF entered into a new agreement to
acquire NYPF for $4,500,000 in cash and 125,000 shares of common stock. The
acquisition of NYPF was closed in May 1997 upon the conclusion of the public
offering. The value assigned to the shares issued was $3.083 a share, which
equals their value in the public offering. This acquisition was treated as a
purchase for accounting purposes and the operations of NYPF have been included
in the consolidated statement of operations from May 2,1997. The Company
recorded goodwill of $4,497,691 and a covenant not-to-compete of $350,000
relating to the NYPF acquisition. During the year ended December 31, 1998, the
Company wrote off the remaining unamortized portion of the goodwill and the
covenant not-to-compete.
ACE VENTURE, INC. ("ACE")
On September 30, 1997 the Company acquired the operations of Ace (an
exclusive sales agent of the Company) for $489,500 (which includes legal costs
of $9,500). The purchase price was paid for by the Company by its issuance of
notes totaling $380,000 and cash of $109,500. The notes bear interest at 10% a
year and are payable in equal monthly installments of $7,040 for principal and
interest over 72 months to October 2003. This acquisition was treated as a
purchase for accounting purposes and the operations of Ace have been included in
the consolidated statement of operations from October 1,1997. The Company
recorded goodwill of $232,000 and a covenant not-to-compete of $232,000 relating
to the Ace acquisition.
CASH PAYROLL EXPRESS LLC ("CPE")
On April 27, 1999 the Company acquired 50% of the operations of CPE for
$320,500 (which includes legal and other costs of $10,500). The purchase price
was paid by the Company by its issuance of notes totaling $120,000 and cash of
$200,500. The notes bear interest at 7% a year and are payable in equal monthly
installments of $2,377 over 60 months. In addition, the Company may be obligated
to pay an additional $215,000 based upon the earnings of CPE. This acquisition
was treated as a purchase for accounting purposes and the operations of CPE have
been included in the consolidated statement of operations from April 27, 1999.
The Company recorded goodwill of $295,500 and a covenant not-to-compete of
$15,000 relating to the CPE acquisition.
F-5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion of the financial condition or plan of
operation of the Company should be read in conjunction with the Company's
Consolidated Financial Statements and Notes.
The Company's independent auditors' report on the Company's
Consolidated Financial Statements for the fiscal year ended December 31, 1998,
included an explanatory paragraph stating that the Company has not complied with
certain financial covenants of the Long Term Loan which have not been waived by
the Affiliated Corporation (as such terms are defined below). While management
believes that if the Long Term Loan is called by the Affiliated Corporation,
there exists sufficient collateral to repay the Long Term Loan, such an event
would severely limit the Company's ability to conduct normal operations, which
raises substantial doubt about the Company's ability to continue as a going
concern. Notwithstanding the non-compliance with certain technical covenants of
the Long Term Loan, in April 1999, the Affiliated Corporation and the Company
entered into a third amendment to the Long Term Loan, which, among other things,
extended the termination date of the Long Term Loan. Subsequent to April 1999,
in consideration for the payment by the Company to the Affiliated Corporation of
$500,000 and the Company's agreement to fully satisfy the Company's repayment
obligations under the Long Term Loan by delivering to the Affiliated Corporation
six successive monthly installments of $300,000 plus applicable interest, the
Affiliated Corporation has agreed to forebear from (but not waive) exercising
its rights (including its right to require repayment of the Long Term Loan)
under the Long Term Loan. In the event the Company does not comply with its
obligation to pay down the Long Term Loan, the Affiliated Corporation may avail
itself of all of its remedies under the Long Term Loan including requiring the
Company to satisfy in full the Long Term Loan. No further credit is available to
the Company under the Long Term Loan. As of November 18, 1999, the Company owes
$333,335 pursuant to the Long Term Loan and intends to fully discharge its
obligations under the Long Term Loan by December 31, 1999.
OVERVIEW
General Credit Corporation (the "Company") was organized in February
1995. From its inception through May 2, 1997, the Company's operations were
limited to administrative activities. On May 2, 1997, the Company acquired
substantially all of the assets of New York Payroll Factors, Inc. ("NYPF")
concurrently with the closing of the Company's initial public offering of
securities (the "IPO") and commenced operations. For approximately seven years
prior to the IPO, NYPF had been engaged in providing working capital financing
to its customers through the discounted purchase of checks (commonly referred to
as "Check Factoring"). Since May 3, 1997 the Company has provided check
factoring services to its customers, generally on a non-recourse basis with
respect to its customers except to the extent of forged signatures on and stop
payments of the purchased checks. In September 1997 the Company commenced
purchasing credit card sales slips on a discounted non-recourse basis. To date,
the purchase of credit card sales slips ("Credit Card Sales Slips") has not been
a material part of the Company's business.
2
<PAGE>
RESULTS OF OPERATIONS
For the three and nine months ended September 30, 1999, the Company
derived fee income of $1,469,920 and $3,902,689 respectively, from the purchase
of checks and credit card sales slips, compared to $1,046,254 and $2,967,675 for
the three and nine months ended September 30, 1998. The face amount of checks
purchased during the three and nine months ended September 30, 1999 was
approximately $129,024,896 and $349,506,945 respectively, compared to
$93,000,000 and $270,000,000 for the three and nine months ended September 30,
1998, and the face amount of credit card sales slips purchased during the three
and nine months ended September 30, 1999 was approximately $1,398,683 and
$2,699,360, respectively, compared to $1,034,000 and $2,579,000 for the three
and nine months ended September, 1998.
Selling, general and administrative expenses, including, among other
expenses, amounts paid in respect of sales representatives, payroll and related
expenses and office overhead costs (including rent) during the three and nine
months ended September 30, 1999 was $1,098,132 and $2,909,557, compared to
$881,638 and $2,390,994 for the three and nine months ended September 30, 1998,
respectively. The increase in the selling, general and administrative expenses
is due to the expenses associated with new locations, including, among other
things, increased payroll and rental expenses. In addition, included in the
selling, general and administrative expenses for the three and nine months ended
September 30, 1999 is an increase in the allowance for bad debts in the amount
of $50,000 and $150,000, respectively.
For the three and nine months ended September 30, 1999 interest
expense, net of interest income, was $279,973 and $787,834 which reflects the
high interest rate the Company is paying for its borrowings, compared to
$187,281 and $632,255 for the three and nine months ended September 30, 1998.
For the three and nine months ended September 30, 1999, the Company
incurred non-cash expenses of $90,407 and $276,750, as compared to $99,912 and
$319,607 for the three and nine months ended September 30, 1998, respectively,
consisting primarily of the amortization of the intangible assets resulting from
the purchase of the business of a commissioned agent in September 1997 and
another company in April 1999, and an increase in the allowance for bad debts in
the amount of $50,000 and $150,000 for the three and nine month periods ended
September 30, 1999 respectively. The Company recorded a one-time non-recurring
charge in the fourth quarter of 1998 of approximately $4.65 million, or ($1.32)
per share relating to the elimination of the remaining balance of the goodwill
and the covenant not to compete from the NYPF business combination. Accordingly,
the Company during the nine months ended September 30, 1999 did not incur any
expense or amortization cost relating to the NYPF business combination, which
amount was $73,721 and $221,143 for the three and nine month periods ended
September 30, 1998.
Net loss for the three months ended September 30, 1999 was $9,604 ($.00
per share) and the net loss for the nine months ended September 30, 1999 was
$36,518 ($.01 per share). Net loss for the three and nine months ended September
30, 1998 was $122,577 ($.03 per share) and $350,281 ($.10 per share),
respectively.
3
<PAGE>
Earnings before taxes, depreciation, and the increase in allowance for
bad debts and amortization ("EBTDA") during the three and nine months ended
September 30, 1999 was $89,803 and $267,232, respectively. EBTDA for the three
and nine months ended September 30, 1998 was a loss of $7,238 and $15,247,
respectively. EBTDA is not presented as an alternative to operating results or
cash flow from operations as determined by generally accepted accounting
principles ("GAAP"), but rather to provide additional information related to the
ability of the Company to meet current trade obligations and debt service
requirements. EBTDA should not be considered in isolation from, or construed as
having greater importance than, GAAP operating income or cash flows from
operations as a measure of an entity's performance.
LIQUIDITY AND CAPITAL RESOURCES
The Company's capital requirements generally increase proportionately
to the aggregate face amount of checks purchased, although more rapid collection
of purchased checks can mitigate the Company's cash needs.
The Company finances its operations principally through (i) cash flow
generated from operations; (ii) a $500,000 working capital loan (the "500,000
Loan") provided by the wife of a sales representative of the Company; (iii)
demand loans from an entity controlled by Irwin Zellermaier, the Company's Chief
Executive Officer and Chairman of the Board, Ann Nimberg, the wife of Gerald
Nimberg, the Company's President, Chief Operating Officer, acting Chief
Financial Officer and a member of the Company's Board of Directors and Greg
Ronan, a director of the Company and an attorney with a law firm who provides
legal services to the Company , in the principal amount of $585,070 as of
September 30,1999 (the "Zellermaier Entity Loan"); and (iv) short term working
capital loan arrangements with various banks and lenders, unaffiliated with the
Company, who extend credit to the Company based upon uncollected checks
purchased by the Company and deposited for payment. This credit has, from time
to time, reached approximately $5.5 million and is typically repaid with
interest or uncollected bank charges daily or every few days (the "Uncollected
Check Loans"). Prior to June 1999, when the funding ceased, the Company was
receiving financing from a long term working capital credit facility (the "Long
Term Loan") provided by a corporation (the "Affiliated Corporation"), in part
owned by Gerald Schultz, the former owner of NYPF and Ann Nimberg, the wife of
Gerald Nimberg, the President, Chief Operating Officer and acting Chief
Financial Officer of the Company.
Pursuant to the terms of the Long Term Loan, as amended (last amended
in April 1999), the Affiliated Corporation established a credit facility in
favor of the Company in the aggregate principal amount of $2,333,335. No further
credit has been available to the Company under the Long Term Loan since June
1999. The Company's repayment obligations under the Long Term Loan are secured
by, among other things, all of the Company's accounts receivable and certain
fixtures and equipment at the Company's leased premises. The Long Term Loan
requires that the Company maintain collateral in the form of uncollected
purchased checks or cash in the minimum amount of $2,333,335 (the "Collateral
Requirement"). Pursuant to the Long Term Loan, the full amount of the Long Term
Loan is due and payable, in the event, among other things: (i) the Company's
losses (before non-cash charges) are greater than $50,000 per year or in any two
consecutive quarters in a fiscal year; (ii) the Company's cash balances are less
than $1.1 million (which amounts are exclusive of the Collateral Requirement);
or (iii) the Company does not deliver to the Affiliated Corporation its audited
financial statements before the date which is 90 days from December 31. An event
of default exists under the Long Term Loan due to the Company's losses (before
non-cash items) being greater than $50,000 during 1998 and the Company
delivering audited financial statements to the Affiliated Corporation on April
15, 1999, which date is after the deadline of March 31, 1999.
4
<PAGE>
In order to induce the Affiliated Corporation to refrain from
exercising its default rights under the Long Term Loan and without waiving its
rights, the Company delivered to the Affiliated Corporation a principal payment
of $500,000, thereby reducing the amounts owed under the Long Term Loan to
$1,833,335 and in June 1999 the Company entered into a Forbearance Agreement
with the Affiliated Corporation pursuant to which, the Company agreed to a
repayment program requiring that the Company fully satisfy its remaining
repayment obligations under the Long Term Loan over a six month period, at a
rate of $300,000 plus interest monthly until the sixth month when all remaining
amounts are payable by the Company. As of November 18, 1999, the principal
amount outstanding under the Long Term Loan was $333,335. The Company intends to
fully satisfy its obligations under the Long Term Loan by December 31, 1999.
Pursuant to the $500,000 Loan, the Company is obligated to pay, on a
monthly basis, interest only at 21% per annum on the outstanding principal
amount under the $500,000 Loan. All accrued but unpaid interest together with
the principal amount outstanding under the $500,000 Loan is due to be repaid by
the Company in November 2001. The Company may prepay the $500,000 Loan without
premium or penalty.
As of November 18, 1999, the principal amount owed under the
Zellermaier Entity Loan is $745,000. As of June 30, 1999 Mr. Zellermaier and Ms.
Nimberg had advanced the Company the sum of $295,335, which amounts were fully
repaid by the Company during the three months ended September 30, 1999. The
principal amount of the Zellermaier Entity Loans is repayable by the Company on
demand subject to the Company's obligation to notify the Affiliated Corporation
of such demand for payment and the Affiliated Corporation's right to be repaid
all outstanding amounts under the Long Term Loan. Interest at 21% per annum is
payable monthly by the Company on the Zellermaier and Nimberg Loans.
As of September 30, 1999, in addition to the above mentioned
liabilities, the Company is obligated under several demand notes and advances
payable in the aggregate amount of approximately $3,037,755 with interest at
rates between approximately 7% and 24% per annum.
In order for the Company to grow and purchase checks, it requires
capital. To date, the Company has not had adequate cash resources to satisfy the
demand it perceives for its check purchasing services. The Company is currently
seeking additional debt or equity financing to replace the financing previously
provided by the Long Term Loan which is currently being paid down by the Company
at the rate of $300,000 per month and to fund expansion of the Company's
business. There can be no assurances that additional financing will be available
on terms favorable to the Company, if at all. If adequate funds are not
available or are not available on acceptable terms, the Company may not be able
to maintain or improve operating results, fund growth, take advantage of certain
acquisition opportunities or respond to competitive pressures.
As of September 30, 1999, the Company had available cash and cash
equivalents and certificates of deposit of approximately $3,289,000 as compared
to approximately $1,548,000 as of December 31, 1998. This increase in cash is
due principally to a decrease in the Company's obligation to maintain collateral
in the form of restricted cash.
5
<PAGE>
EFFECTS OF INFLATION
The Company believes that the results of its operations could be
materially impacted by inflation, including increases in interest rates
generally, if inflation materially adversely affected the operations of the
Company's customers and their customers, and if inflation materially increased
the Company's costs of obtaining working capital (e.g., if the Company entered
into larger lines of credit in lieu of its maintaining some of the current bank
deposits against which it negotiates checks purchased by it).
YEAR 2000 COMPLIANCE
The Year 2000 ("Year 2000") computer issue is the result of computer
programs using a two-digit format, as opposed to a four-digit format to indicate
the year. Such computer programs will be unable to recognize date information
correctly when the year changes to 2000. The Year 2000 issue poses risks for the
Company's information technology systems.
The Company's information technology systems are based upon software
licenses and software maintenance agreements with third party software
companies. Based upon the Company's internal assessments and communications with
its software vendors, all of the software utilized by the Company is Year 2000
compliant software. The Company has used internal personnel to test its software
systems for Year 2000 compliance and such tests yielded positive results. The
Company will continue to monitor its Year 2000 readiness. Also, the Company does
not anticipate difficulty in resolving issues related to imbedded technology in
the equipment provided to the Company by other manufacturers.
Based on the foregoing, the Company believes that it will be Year 2000
compliant on a timely basis and that future costs relating to the Year 2000
issue will not have a material impact on the Company's consolidated financial
position, results of operations or cash flows.
FORWARD LOOKING INFORMATION MAY PROVE INACCURATE
This Quarterly Report on Form 10-QSB contains certain forward-looking
statements and information relating to the Company that are based on the beliefs
of management, as well as assumptions made by and information currently
available to the Company. When used in this document, the word "anticipate,"
"believe," "estimate," "expect" and "intends" and similar expressions, as they
relate to the Company, are intended to identify forward-looking statements. Such
statements reflect the current views of the Company with respect to future
events and are subject to certain risks, uncertainties and assumptions,
including the uncertainty associated with the Company's acquisition of
additional financing, those described in this Quarterly Report on Form 10-QSB,
the Company's Registration Statement on Form SB-2 (SEC File No. 333-09831)
declared effective by the Securities and Exchange Commission on April 25, 1997
and periodic reports filed by the Company. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated or expected. The Company does not intend to update these
forward-looking statements.
6
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is currently a defendant in a lawsuit brought by an
unaffiliated third party individual who seeks to have a parcel of improved real
property located in Brooklyn, New York previously owned by the Company
transferred back to the unaffiliated third party individual on the basis of
fraud committed by the Company (the "Real Property Suit"). The improved real
property was initially transferred to the Company in consideration for amounts
owed to the Company. The unaffiliated third party individual's claim also seeks
damages for "over reaching" against the Company in the amount of $1,000,000. The
Company is vigorously defending the lawsuit and based on advice of its counsel,
believes the action is without merit or legal basis.
In March 1998, the Company received a demand letter from an
unaffiliated third party individual regarding certain allegations advanced by
this unaffiliated third party individual against the Company (the "Letter").
According to the Letter, the unaffiliated third party individual alleges he is
entitled to have the Company transfer to him 750,000 shares of the Company's
Common Stock due to certain breaches of agreements by the Company. The Company
has received no further correspondence from this unaffiliated third party
individual. If pursued, the Company intends to vigorously defend against these
allegations.
The Company is engaged from time to time as plaintiff in litigation
relating to collection of returned checks. Such litigation has not historically
had any material effect on its financial condition or results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In July 1999, the Company granted to each of Irwin Zellermaier and
Gerald Nimberg the option to acquire for a period of two years from July 8,
1999, 100,000 shares of the Company's Common Stock at an exercise price of $.25
per share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
An event of default exists under the Long Term Loan due to the
Company's losses (before non-cash items) being greater than $50,000 during 1998
and the Company not delivering audited financial statements to the Affiliated
Corporation prior to March 31, 1999. The Affiliated Corporation entered into an
amendment to the Long Term Loan in April 1999, and in June 1999 entered into a
forbearance agreement with the Company pursuant to which the Affiliated
Corporation agreed to forbear from exercising its rights under the Long Term
Loan (including its right to acceleration), without waiving its rights
thereunder, in consideration for the Company agreeing to a six-month re-payment
plan. In addition to the Short Term Lender, management is seeking additional
sources of funding to replace the Long Term Loan. No assurances can be given
that the Company will be able to obtain alternate sources of funding, on a
timely basis, if at all, or that the Affiliated Corporation will not call the
Long Term Loan upon default by the Company, resulting in the Company being
required to pay all of the outstanding amounts owed under the Long Term Loan.
7
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
During the third quarter ended September 30, 1999, no matters were
submitted to a vote of security holders of the Company, through the solicitation
of proxies or otherwise.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Number Description
------ -----------
27.1 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
None.
8
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GENERAL CREDIT CORPORATION
Date: November 18, 1999 By: /s/Irwin Zellermaier
------------------------------
Irwin Zellermaier,
Chief Executive Officer
Date: November 18, 1999 By: /s/Gerald Nimberg
------------------------------
Gerald Nimberg,
Principal Financial and
Accounting Officer
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF OPERATIONS OF GENERAL
CREDIT CORPORATION FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 3,225,904
<SECURITIES> 62,819
<RECEIVABLES> 2,469,047
<ALLOWANCES> 200,369
<INVENTORY> 0
<CURRENT-ASSETS> 6,297,643
<PP&E> 520,794
<DEPRECIATION> 106,140
<TOTAL-ASSETS> 7,568,602
<CURRENT-LIABILITIES> 4,641,820
<BONDS> 0
0
0
<COMMON> 3,615
<OTHER-SE> 2,053,823
<TOTAL-LIABILITY-AND-EQUITY> 7,568,602
<SALES> 3,902,689
<TOTAL-REVENUES> 3,902,689
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,001,373
<LOSS-PROVISION> 150,000
<INTEREST-EXPENSE> 787,834
<INCOME-PRETAX> (36,518)
<INCOME-TAX> 0
<INCOME-CONTINUING> (36,518)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (36,518)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
